Tomohiro Higa - Feb 6, 2025 Form 3 Insider Report for Tenaya Therapeutics, Inc. (TNYA)

Role: SVP, Finance
Signature: /s/ Jennifer Drimmer Rokovich
Stock symbol: TNYA
Transactions as of: Feb 6, 2025
Transactions value $: $0
Form type: 3
Date filed: 2/7/2025, 08:30 PM
Next filing: Mar 10, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TNYA	Common Stock						30.5K	Feb 6, 2025	Direct
holding	TNYA	Common Stock						71.7K	Feb 6, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	14.5K	$2.70	Direct	F2
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	10K	$1.21	Direct	F3, F4
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	21.5K	$1.21	Direct	F5, F6
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	22.5K	$1.21	Direct	F7, F8
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	29.8K	$1.21	Direct	F9, F10
holding	TNYA	Stock Option (Right to Buy)							Feb 6, 2025	Common Stock	50K	$1.21	Direct	F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of restricted stock units ("RSUs") granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Each RSU is the economic equivalent of one share of Tenaya Therapeutics, Inc. common stock. The RSUs will vest on various dates between February 15, 2025 and February 15, 2029, subject to the Reporting Person's continued service through the applicable vesting date.
F2	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. The option originally granted for a total of 22,499 shares is fully vested.
F3	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 8,541 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
F4	Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $19.23 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan.
F5	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 15,677 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
F6	Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $15.19 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan.
F7	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 10,781 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
F8	Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $3.06 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan.
F9	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. 6,817 shares subject to the option are fully vested and exercisable as of the date of this filing. The option vested as to 1/48th of the original number of shares subject to the option on the one-month anniversary of the grant date, and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date through the date of this filing. The unvested portion of the option will continue to vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date.
F10	Pursuant to a stock option repricing that became effective January 24, 2025 (the "Option Repricing Effective Date"), the exercise price of the option was amended to reduce the exercise price from $5.22 to $1.21 per share, the closing price of the Issuer's common stock on the Option Repricing Effective Date. However, if the Reporting Person exercises the repriced option before the end of a "Retention Period" through which the Reporting Person must remain in service to the Issuer, then the Reporting Person will be required to pay a premium exercise price that is equal to the original exercise price per share of such option. The "Retention Period" begins on the Option Repricing Effective Date and ends on the earliest to occur of the following: (i) July 24, 2025 or (ii) a Change in Control, as defined in the Issuer's 2021 Equity Incentive Plan.
F11	Option granted pursuant to the Tenaya Therapeutics, Inc. 2021 Equity Incentive Plan. Option will vest as to 1/48th of the total number of shares subject to the option on the one month anniversary of the Transaction Date and 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter until fully vested.